DIGITALBRIDGE GROUP INC CLASS A (DBRG)
Sector: Financials
2026 Annual Meeting Analysis
DIGITALBRIDGE GROUP INC CLASS A · Meeting: May 28, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Director since 2023 (within 24-month exemption window), no overboarding concerns (one public board seat), and TSR trigger does not apply given DBRG's 3-year return of +29.8% trails the compensation peer group median by only 11.7pp, well below the 50pp threshold for strong-positive TSR.
Independent Chairperson since 2014 with deep investment management credentials; TSR trigger does not apply as the 3-year peer-group gap of -11.7pp is well below the 50pp threshold; holds no other public board seats that would raise overboarding concerns.
Independent director since 2020 with relevant telecom and governance experience; TSR trigger does not apply; no overboarding or attendance issues disclosed.
CEO and director since 2020; as an executive director he is subject to the TSR trigger, but DBRG's 3-year peer-group underperformance of 11.7pp is well below the 50pp threshold required to fire a vote against; no overboarding concern as his outside board seats are portfolio company boards, not independent public company directorships.
Independent director since 2021 with extensive communications-industry CEO experience; holds two other public board seats (Belden and ADTRAN), below the four-seat overboarding threshold; TSR trigger does not apply.
Independent director since 2021 with relevant capital markets and fintech experience; no other public board seats disclosed; TSR trigger does not apply.
Independent director since 2019 with CPA credentials and extensive audit committee experience; holds two other public board seats (Tutor Perini and Starwood Real Estate Income Trust), below the four-seat threshold; TSR trigger does not apply.
Independent director since 2022 with deep financial and communications expertise; holds two current public board seats (Cumulus Media and KVH Industries), below the overboarding threshold; TSR trigger does not apply.
Director since October 2025, well within the 24-month new-director exemption from the TSR trigger; brings strong alternative asset management and insurance industry experience from his CEO tenure at Oaktree.
All nine director nominees receive a FOR vote. DBRG's 3-year price return of +29.8% places it in the 'strong positive' TSR tier, and the 11.7pp gap versus the compensation peer group median is well below the 50pp threshold needed to trigger a vote against any director. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✗ AGAINSTCEO
Marc C. Ganzi
Total Comp
$7,505,614
Prior Support
67%%
The policy requires a NO vote when prior say-on-pay support falls below 70% and the company has not made visible structural changes — DBRG received only 67% support in 2025 and the compensation structure remains materially unchanged. More importantly, the pay-for-performance alignment check raises a serious concern: the 5-year total shareholder return is -44.6% while the company's own peer group returned a median of +31.4% over the same period, a gap of -76.0 percentage points, meaning shareholders have lost nearly half their investment while peers roughly doubled; awarding above-benchmark incentive pay in this context is difficult to justify. Although 2025 operating results were strong (FRE up 33%, Distributable Earnings up 84%) and the 2022 and 2023 performance stock awards were appropriately forfeited for TSR underperformance, the overall compensation program — including a 71.4% year-over-year increase in CEO total pay to $7.5M and large retention bonuses — has not sufficiently demonstrated that incentive pay is calibrated to the full multi-year shareholder experience.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose a specific fee table with dollar amounts or EY's tenure length in the extracted text provided, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed; per policy, when tenure is not disclosed the default is FOR. EY is a Big 4 firm fully appropriate for a $2.8B market-cap company, and no material restatements were identified.
Overall Assessment
The 2026 DBRG annual meeting ballot covers director elections, say-on-pay, an equity plan amendment, and auditor ratification. All nine directors receive a FOR vote as the TSR trigger does not apply and no governance flags were identified; however, say-on-pay receives an AGAINST vote driven by the combination of below-70% prior-year support without structural remediation and a severe 5-year pay-for-performance misalignment — shareholders have lost roughly 45% of their investment over five years while the peer group gained over 31%, yet executive compensation has increased materially.
Compensation Peer Group
7 companies disclosed in 2026 proxy filing